RFI_35910-REAL2026_Attachment_B_Pro_Foma_Draft.pdf

ATTACHMENT B

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

TENNESSEE WILDLIFE RESOURCES AGENCY

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Tennessee Wildlife Resources Agency (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of a complete R.E.A.L. (Remote Easy Access License) POS system and support services for TWRA as further defined in the "SCOPE."

State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract.

The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company.

Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number

A. SCOPE:

A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract.

A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the

Contract:

a. ACH (Automated Clearing House) shall mean the electronic network used for financial transactions to automate the collection and transmission of license and permit revenue to the Tennessee State Treasury.

b. AES (Advanced Encryption Standard) shall mean the symmetric-key encryption standard (specifically AES-256) required for protecting sensitive customer data at rest.

c. Data Cleansing and Normalization (Data Cleansing and Normalization) shall mean the process of scrubbing, transforming, and standardizing legacy datasets prior to migration into the R.E.A.L. system database.

d. Data Dictionary & Schema (Data Dictionary and Schema) shall mean the formal technical specifications detailing database structure, relationships, and data elements compliant with State data governance standards.

e. GPS (Global Positioning System) shall mean the satellite-based navigation system used to capture geographic coordinates during harvest reporting.

f. HIP (Federal Harvest Information Program) shall mean the federal survey data collection requirement for migratory bird hunters captured during the license transaction process.

g. IDPS (Intrusion Detection and Prevention Systems) shall mean automated security controls designed to monitor network traffic for unauthorized access attempts and trigger real-time alerts.

h. Immutable Audit Trail (Immutable Audit Trail) shall mean an unalterable, time-stamped log of database access, logins, data modifications, and system changes enforced under security controls.

i. NIST (National Institute of Standards and Technology) shall mean the federal physical science laboratory that establishes information security standards and publication controls (such as SP 800-53).

j. PCI-DSS (Payment Card Industry Data Security Standard) shall mean the technical and operational requirements for processing, storing, or transmitting credit and debit card payment information securely.

k. PII (Personally Identifiable Information) shall mean sensitive customer identification records that require strict encryption and access control safeguards.

l. PMP (Project Management Plan) shall mean the formal document detailing project scope, schedules, resource allocation, and risk management strategies for the system implementation.

m. POS / Web POS (Point of Sale / Web-Based Point of Sale) shall mean the primary application interfaces used by agents and users to process transactions and fulfill orders.

n. Privilege Escalation (Privilege Escalation) shall mean any change or elevation in administrative access levels across system modules that requires strict audit tracking.

o. QA (Quality Assurance) shall mean the plan, protocols, and personnel dedicated to testing, defect tracking, and problem resolution across the system lifecycle.

p. RBAC (Role-Based Access Control) shall mean the system access security model that restricts system capabilities based on assigned user roles.

q. R.E.A.L. System (Remote Easy Access License System, or the “System”) shall mean the automated point-of-sale licensing, permit, and registration system and associated support services provided for TWRA.

r. RPO (Recovery Point Objective) shall mean the targeted maximum allowable duration of data loss following a system failure or disruption.

s. RTO (Recovery Time Objective) shall mean the targeted duration of time within which the system must be fully restored to operation after a failure.

t. Sandbox Environment (Sandbox Environment) shall mean an isolated testing environment used by license agents to perform test transactions prior to production platform activation.

u. SDD (System Design Document) shall mean the technical specification detailing system architecture, data models, and interface standards.

v. Store-and-Forward Capability (Store-and-Forward Capability) shall mean the system's operational feature for saving transactions locally during intermittent network connectivity and automatically synchronizing with the central database upon restoration of service.

w. TBSM (Tennessee Business Solutions Methodology) shall mean the mandatory State project delivery framework governing the implementation and governance lifecycle.

x. Technical Debt (Technical Debt) shall mean system development inefficiencies or substandard code structures that must be managed and minimized throughout the development lifecycle

y. Tennessee State Treasury (Tennessee State Treasury) shall mean the state fiscal entity responsible for receiving automated daily transfers of license, permit, and fee revenues.

z. TLS (Transport Layer Security) shall mean the cryptographic protocol (version 1.2 or higher) required to secure all state data transferred over network connections.

aa. TWRA (Tennessee Wildlife Resources Agency) shall mean the state agency governing wildlife, hunting, fishing, and boating operations for the State of Tennessee.

bb. UAT (User Acceptance Testing) shall mean the operational testing phase where end-users evaluate system capabilities against production requirements prior to release.

cc. U.S. Coast Guard (United States Coast Guard) shall mean the federal maritime safety agency requiring annual compliance reporting on boat registration and titling activities.

dd. U.S. Postal Service (United States Postal Service) shall mean the independent postal delivery service utilized for mailing physical license materials, boat titles, certificates, and decals.

A.3. The Contractor shall develop and maintain a comprehensive Project Management Plan (PMP) that adheres to the Tennessee Business Solutions Methodology (TBSM), detailing project scope, schedule, resource allocation, and risk management strategies for the R.E.A.L. System implementation. The Contractor shall establish formal project reporting procedures, including the submission of weekly progress reports and monthly status updates to the State, to ensure transparency and alignment with the agreed-upon project schedule. The Contractor shall implement a structured change control process to manage and document all requested variances from the original system functional specifications, ensuring that all modifications are reviewed and approved by the State prior to implementation. The Contractor shall submit the PMP to the State for approval no later than thirty (30) days after the Effective Date. The Contractor shall obtain the State’s approval of the PMP before commencing any work described in the PMP.

A.4. The Contractor shall develop and maintain a formal Quality Assurance (QA) plan that defines testing protocols, defect tracking, and problem resolution procedures to ensure the R.E.A.L.

System meets all performance and functional requirements before deployment. The Contractor shall submit the QA plan to the State no later than thirty (30) days after the Effective Date.

A.5. The Contractor shall provide a dedicated project management team, including a designated quality assurance representative, to facilitate communication with State stakeholders and ensure all project deliverables are completed in accordance with the TBSM framework. "At the time of signing the designated quality assurance representative will be Contractor Point of Contact Name who can be reached via phone or email at Contractor Point of Contact Information.”

A.5.a. The Contractor shall develop and maintain a comprehensive System Design Document

(SDD) that adheres to the Tennessee Business Solutions Methodology (TBSM), detailing system architecture, data models, and interface specifications for the R.E.A.L. System.

The Contractor shall implement a modular system architecture that supports real-time data synchronization across all platforms, including, Web POS, online, mobile, and administrative interfaces, ensuring a single source of truth for customer and transaction data. The Contractor shall establish a robust development and testing environment that mirrors the State’s production infrastructure, facilitating unit, integration, system, and user acceptance testing (UAT) prior to any production deployment. The Contractor shall design and document all system modifications and enhancements using a formal change control process, ensuring that all technical debt is minimized and that system integrity is maintained throughout the development lifecycle. The Contractor shall develop and maintain a detailed Data Dictionary and schema documentation for the R.E.A.L. System database, ensuring all data elements are clearly defined, mapped, and compliant with

State data governance standards. The Contractor shall submit the SDD to the State no later than thirty (30) days after the Effective Date.

A.5.b. The Web POS system and all sales platforms must support real-time transaction processing for at least two hundred forty-five (245) distinct license and permit types, with automated validation of customer eligibility based on residency, age, and activity-specific criteria. The R.E.A.L. System must provide a unified administrative interface for TWRA Central Office to manage license agent accounts, including the ability to activate or deactivate equipment user and agent accounts remotely and update fee structures across all platforms simultaneously. The Web POS system, online, mobile, and administrative solutions must include a store-and-forward capability to ensure transaction continuity during intermittent network connectivity, with automatic synchronization to the central database upon restoration of service. The Web POS system must provide a standardized, user-friendly interface for license agents that minimizes manual data entry and utilizes pull-down menus to reduce transaction errors and processing time.

A.5.c. The R.E.A.L. System must provide a secure, public-facing web and mobile portal for the purchase of hunting and fishing licenses, permits, quota hunt applications, event registration, reservations, captive-wildlife permit applications, harvest reporting, and boat titling and registrations, ensuring 24/7 availability and real-time database synchronization with the central R.E.A.L. System. The portal and R.E.A.L. System shall maintain a monthly uptime of at least 99.97% except for State-approved time for System maintenance. Requests for System downtime must be made at least twenty-four (24) hours in advance, and the State’s approval shall not be unreasonably withheld or delayed. The internet and mobile fulfillment module must include a secure payment gateway compliant with PCI-DSS standards, capable of processing credit and debit card transactions and providing immediate confirmation of approval status to the user. The Contractor shall implement an automated fulfillment process for non-printed privileges, including the generation of digital records and the mailing of physical license materials, boat registration certificates of number and titles, and decals via U.S. Postal Service within established service level agreements. The online platform must feature a user-friendly interface that dynamically displays available privileges based on the customer's profile, validates identifying information in real-time, and captures mandatory data for the Federal Harvest Information Program (HIP) survey. The Contractor must provide a dedicated, toll-free customer support help desk to assist users with online purchase issues, with all support interactions and resolution metrics tracked and reported to the State. The support help desk shall be accessible from 6am to 10 pm CST, seven (7) days a week. The support help desk shall answer every call received via the toll-free support line within 15 seconds.

A.5.d. The R.E.A.L. System must automate the collection and transmission of license and permit revenue to the Tennessee State Treasury via daily Automated Clearing House (ACH) files, ensuring all funds are transferred in accordance with established state fiscal schedules. The Contractor shall implement a real-time, automated lockout mechanism that immediately restricts license agent access to the R.E.A.L. System upon the failure of an ACH transaction, with functionality to support the manual posting of installment payments to resolve outstanding balances. The System must provide comprehensive financial reporting tools, including daily, weekly, and monthly reconciliation reports for license sales, boat registrations, and agent fee management, with full export capabilities for audit and administrative review. The Contractor shall maintain a secure, replicated database that tracks all financial transactions, including voids, reversals, and adjustments, ensuring that all audit trails are accessible to authorized state staff for real-time financial oversight. The R.E.A.L. System must support the dynamic management of license agent fee structures, allowing state staff to update fee tables and agent account statuses, with automatic application of these changes across all point-of-sale and internet fulfillment platforms.

A.5.e. The R.E.A.L. System must support the full lifecycle of boat title and registration, including original registrations, transfers of ownership, lienholders, and renewals for one, two, or three-year terms, with fees dynamically calculated based on boat length and registration duration. The System must provide integrated boat titling functionality, including the capability to generate and print official title documents and record liens or security interests against the vessel record. All boat registration and titling records must be maintained in a centralized, real-time database linked to the customer's unique TWRA identification number to ensure data integrity across all sales channels. The System must provide administrative tools for TWRA staff to perform real-time queries, edits, and updates to boat registration and titling records, including the ability to break the link between a customer record and a boat record. The System must generate automated reports for boat registration and titling activity, including daily accounting reports, weekly stolen boat exception reports, and annual Coast Guard compliance reports, with full print and export capabilities.

A.5.f. The R.E.A.L. System must provide a dedicated module for captive wildlife licensing that supports the capture and storage of specific species data, permit types, and associated regulatory compliance information at the time of processing. The falconry permit module must support the issuance of permits spanning a three-fiscal-year period, maintain detailed permit holder records, and provide automated scheduling for data downloads to support state fulfillment processes. The System must provide a centralized, automated quota hunt application and draw module that supports both individual and party-based applications, including the ability to assign priority points and maintain historical draw data. The harvest reporting system must capture and validate harvest data (including but not limited to deer, bear, turkey, and sandhill crane) in real-time, including the collection of hunter identifying information, harvest location, and GPS coordinates where available.

The system must generate unique harvest confirmation numbers for every successful report and provide administrative tools for TWRA staff to query, export, and analyze harvest data by date, species, and geographic region. The System must include a secure, web-based interface for check stations and system user to submit harvest reports, ensuring that all data is immediately synchronized with the master R.E.A.L.

database to prevent duplicate reporting. The System must support the configuration of business rules for quota hunts, including the ability to add new hunt types, modify permit availability, and manage administrative overrides for application records.

A.5.g. The Contractor shall develop and maintain a comprehensive training curriculum for all user roles, including license agents, TWRA regional office staff, and technical support personnel, ensuring all materials are updated annually to reflect system enhancements and policy changes. The Contractor shall provide a dedicated, toll-free telephone help desk service for license agents and customers, staffed by live operators capable of resolving technical issues, transaction errors, and general system inquiries in accordance with established service level agreements. The Contractor shall deliver a formal training certification program for all license agents that requires the successful completion of test transactions in a sandbox environment prior to the activation of production point-of-sale platforms. The Contractor shall produce and distribute user-friendly, role-specific manuals and quick-reference guides for all system modules, including WEB POS, administrative online screens, and ensuring distribution occurs at least thirty (30) calendar days prior to the System go-live date established in the State-approved PMP. The Contractor shall submit a post-training effectiveness report to the State that validates the competency of trained staff and agents, documenting the completion status of all required training sessions and identifying any follow-up support needs.

A.5.h. The Contractor shall implement a comprehensive disaster recovery plan that ensures system restoration within a maximum recovery time objective (RTO) of four hours and a recovery point objective (RPO) of zero data loss for all critical licensing and boat registration transactions. The system must maintain immutable, time-stamped audit trails for all administrative and user-level database access, including successful and failed login attempts, data modifications, and privilege escalations, in compliance with NIST SP 800-53 security controls. The Contractor shall conduct an annual independent security audit, performed by a third-party firm, to verify compliance with state and federal data protection standards, and must provide a formal remediation plan for any identified vulnerabilities or audit exceptions within thirty (30) days of the final report. All sensitive customer data, including personally identifiable information (PII) and financial records, must be encrypted at rest using AES-256 or higher and in transit using TLS 1.2 or greater, with strict role-based access control (RBAC) enforced across all System modules. The Contractor shall implement automated intrusion detection and prevention systems (IDPS) that monitor for unauthorized access attempts and provide real-time alerts to the State, ensuring the R.E.A.L. System remains isolated from non-authorized network traffic.

A.5.i. The Contractor shall develop a comprehensive data conversion plan that details the mapping, transformation, and validation procedures for migrating existing customer, agent, and historical records into the R.E.A.L. System database. The Contractor shall perform data cleansing and normalization on all legacy datasets to ensure consistency, accuracy, and compliance with the new System's data schema and business rules prior to final migration. The Contractor shall execute a multi-stage data migration process, including pilot testing and full-scale production migration, with documented reconciliation reports to verify that one hundred percent (100%) of records are accurately transferred and accessible. The Contractor shall implement automated validation scripts to compare source and target data, ensuring that all customer identifying information, license history, and boat registration records maintain integrity throughout the conversion process.

A.6. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge.

Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract.

Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry.

If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law.

A.7. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods or services shall be deemed to have been accepted by the State.

A.8. The State may, at its sole discretion and with written notice to the Contractor, request changes in the Scope that are necessary but were inadvertently unspecified in this Contract.

a. Change Order Creation— After receipt of a written request for additional services from the State, the Contractor shall respond to the State, within a maximum of ten (10) business days, with a written proposal for completing the service. Contractor’s proposal must specify:

(1) the effect, if any, of implementing the requested change(s) on all other services required under this Contract;

(2) the specific effort involved in completing the change(s);

(3) the expected schedule for completing the change(s);

(4) the maximum number of person hours required for the change(s); and

(5) the maximum cost for the change(s)— this maximum cost shall in no instance exceed the product of the person hours required multiplied by the appropriate payment rate proposed for such work.

The Contractor shall not perform any additional service until the State has approved the proposal. If approved, the State will sign the proposal, and it shall constitute a Change Order between the Contract Parties pertaining to the specified change(s) and shall be incorporated, hereby, as a part of this Contract.

b. Change Order Performance— Subsequent to creation of a Change Order, the Contractor shall complete the required services. The State will be the sole judge of the acceptable completion of work and, upon such determination, shall provide the Contractor written approval.

c. Change Order Remuneration— The State will remunerate the Contractor only for acceptable work. All acceptable work performed pursuant to an approved Change Order, without a formal amendment of this Contract, shall be remunerated in accordance with and further limited by Contract Section C.3.c., PROVIDED THAT, the State shall be liable to the Contractor only for the cost of the actual goods or services provided to complete the necessary work, not to exceed the maximum cost for the change detailed in the Change Order. In no instance shall the State be liable to the Contractor for any amount exceeding the maximum cost specified by the Change Order authorizing the goods or services. Upon State approval of the work, the Contractor shall invoice the State in accordance with the relevant provisions of this Contract.

B. TERM OF CONTRACT:

B.1. This Contract shall be effective on DATE (“Effective Date”) and extend for a period of number (#) months after the Effective Date (“Term”). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date.

B.2. Term Extension. The State may extend the Term an additional period of time, not to exceed one hundred-eighty (180) days beyond the expiration date of this Contract, under the same terms and conditions, at the State’s sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Estimated Liability. The total purchases of any goods or services under the Contract are not known. The State estimates the purchases during the Term shall be Written Dollar Amount ($Number) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

C.2. Compensation Firm. The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor.

C.3. Payment Methodology. The Contractor shall be compensated based on the payment methodology for goods or services authorized by the State in a total amount as set forth in Section C.1.

a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A.

b. The Contractor shall be compensated based upon the following payment methodology:

1. For service performed from DATE, through DATE the following rates shall apply:

Goods or Services Description Amount (per compensable increment)

One Completed Point of Sale Transaction / Each

One Completed Point of Sale Harvest Transaction / Each

One Completed Point of Sale Quota Hunt Transaction Sportsman

/ Each

One Completed WEB POS Transaction* / Each

One Completed WEB POS Harvest Transaction / Each

One Completed WEB POS Quota Hunt Transaction / Each

One Completed Admin Transaction* / Each

One Completed Admin Harvest Transaction / Each

One Completed Admin Quota Hunt Transaction / Each

*Each * line indicates any transaction that is not a Harvest or Quota Hunt Transaction.

2. For service performed from Date, through Date, the Contractor shall be compensated based upon the payment rates in Section Reference (e.g., C.3.b.(1)) above but adjusted by the percentage increase, if any, between the Consumer Price Index for All Urban Consumers (CPI-U): U.S. city average, All Items /Medical Care expenditure category, not seasonally adjusted, index base period: 1982-84=100) published by the United States Department of Labor, Bureau of Labor Statistics in Month & Year (just before prior period end month) and that figure published in the same month, 12-months prior, up to a maximum of Written Number Percentage (Number%).

c. The Contractor shall be compensated for changes requested and performed pursuant to

Contract Section Reference, without a formal amendment of this Contract based upon the payment rates detailed in the schedule below and as agreed pursuant to Section Reference, PROVIDED THAT compensation to the Contractor for such “change order” work shall not exceed NUMBER NOT TO EXCEED Written Number Percentage (Number%) of the sum of milestone payment rates detailed in Section C.3.b., above (which is the total cost for the milestones and associated deliverables set forth in Contract Section A. If, at any point during the Term, the State determines that the cost of necessary “change order” work would exceed the maximum amount, the State may amend this Contract to address the need.

The Contractor shall provide up to 1,000 development hours per year. These hours will exclude hours work on bug fixes, legislative changes, policy changes, security update, planning, QA, project management, or deployment. Unspent development hours at the State’s discretion, may be dismissed, rolled forward, or charged back to the vendor.

Service Description Amount

Senior Application Developer / per hour

Application Developer/Data Analyst / per hour

Quality Assurance Tester / per hour

Business Analyst, Project Manager / per hour

NOTE: The Contractor shall not be compensated for travel time to the primary location of service provision.

d. The Contractor shall be compensated based upon the following payment methodology:

The Contractor may be compensated by fees charged by the Contractor to third party purchasers of services as detailed below, PROVIDED THAT the State shall neither have nor incur any responsibility whatsoever for said compensation (and such third party fees shall not be limited by the Contract Maximum Liability established in Section C.1.), AND the Contractor shall NOT charge third party purchasers fees for any service except as detailed below. These fees may increase at the same percentage rate TWRA license fees increase throughout the Term of this Contract.

Service Description Maximum Fee Amount

One Completed Mobile Transaction, Fulfilled / Each

One Completed Mobile Transaction, Non-Fulfilled / Each

One Completed Mobile Harvest Transaction, Non- Fulfilled / Each One Completed Mobile Quota Hunt Transaction, Non-Fulfilled / Each

One Completed Public Internet Transaction, Fulfilled / Each

One Completed Public Internet Transaction, Non-Fulfilled / Each

One Completed Public Internet Harvest Transaction, Non- Fulfilled

/ Each

One Completed Public Internet Quota Hunt Transaction, Non- Fulfilled

/ Each

One Durable License Card (Hard Card) / Each

C.4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel time, travel expenses, meals, or lodging.

C.5. Invoice Requirements. The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3., above. Contractor shall submit invoices and necessary supporting documentation, no more frequently than once a month, and no later than thirty (30) days after goods or services have been provided to the following address:

State Agency Billing Address

a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly):

(1) Invoice number (assigned by the Contractor);

(2) Invoice date;

(3) Contract number (assigned by the State);

(4) Customer account name: State Agency & Division Name;

(5) Customer account number (assigned by the Contractor to the above-referenced

Customer);

(6) Contractor name;

(7) Contractor Tennessee Edison registration ID number;

(8) Contractor contact for invoice questions (name, phone, or email);

(9) Contractor remittance address;

(10) Description of delivered goods or services provided and invoiced, including identifying information as applicable;

(11) Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced;

(12) Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced;

(13) Amount due for each compensable unit of good or service; and

(14) Total amount due for the invoice period.

b. Contractor’s invoices shall:

(1) Only include charges for goods delivered or services provided as described in

Section A and in accordance with payment terms and conditions set forth in Section C;

(2) Only be submitted for goods delivered or services completed and shall not include any charge for future goods to be delivered or services to be performed;

(3) Not include Contractor’s taxes, which includes without limitation Contractor’s sales and use tax, excise taxes, franchise taxes, real or personal property taxes, or income taxes; and

(4) Include shipping or delivery charges only as authorized in this Contract.

c. The timeframe for payment (or any discounts) begins only when the State is in receipt of an invoice that meets the minimum requirements of this Section C.5.

C.6. Payment of Invoice. A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or other matter. A payment by the State shall not be construed as acceptance of goods delivered, any part of the services provided, or as approval of any amount invoiced.

C.7. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment that is determined by the State, on the basis of audits conducted in accordance with the terms of this Contract, to not constitute proper compensation for goods delivered or services provided.

C.8. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee, any amounts that are or shall become due and payable to the State of Tennessee by the Contractor.

C.9. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State has received the following, properly completed documentation.

a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and

b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form.

The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information.

D. MANDATORY TERMS AND CONDITIONS:

D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the

Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval.

D.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party.

The State:

State Contact Name & Title State Agency Name Address Email Address Telephone # Number FAX # Number

The Contractor:

Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number

All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required.

D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials. The State’s exercise of a valid Renewal Option or Term Extension does not constitute an amendment so long as there are no other changes to the Contract’s terms and conditions.

D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate or suspend this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate or suspend this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates or suspends this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination or suspension date but shall not be entitled to compensation for any services performed subsequent to termination date or during a period of suspension. Should the State exercise its right to terminate or suspend this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount.

D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract.

D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this

Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”),the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods.

Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract

D.7. Assignment and Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract.

D.8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed under this Contract.

The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee.

D.9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

D.10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract.

a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment Reference, semi-annually during the Term. If the Contractor is a party to more than one contract with the State, the Contractor may submit one attestation that applies to all contracts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State officials upon request.

b. Prior to the use of any subcontractor in the performance of this Contract, and semi-annually thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform work under this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant to perform work under this Contract. Attestations obtained from subcontractors shall be maintained by the Contractor and made available to State officials upon request.

c. The Contractor shall maintain records for all personnel used in the performance of this

Contract. Contractor’s records shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State.

d. The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Tenn. Code Ann. § 12-3-309 for acts or omissions occurring after its effective date.

e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the federal Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to provide services under the Contract.

D.11. Records. The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, for work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles.

D.12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this

Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives.

D.13. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested.

D.14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties.

D.15. Independent Contractor. The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employees or agents of the other Party.

D.16 Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insurance coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless from any costs to the State arising from Contractor’s failure to fulfill its PPACA responsibilities for itself or its employees.

D.17. Limitation of State’s Liability. The State shall have no liability except as specifically provided in this Contract. In no event will the State be liable to the Contractor or any other party for any lost revenues, lost profits, loss of business, decrease in the value of any securities or cash position, time, goodwill, or any indirect, special, incidental, punitive, exemplary or consequential damages of any nature, whether based on warranty, contract, statute, regulation, tort (including but not limited to negligence), or any other legal theory that may arise under this Contract or otherwise.

Notwithstanding anything else herein, the State’s total liability under this Contract (including without limitation any exhibits, schedules, amendments or other attachments to the Contract) or otherwise shall under no circumstances exceed the Estimated Liability. This limitation of liability is cumulative and not per incident.

D.18. Limitation of Contractor’s Liability. IIn accordance with Tenn. Code Ann. § 12-3-701, the

Contractor’s liability for all claims arising under this Contract shall be limited to an amount equal to two (2) times the Maximum Liability amount detailed in Section C.1. and as may be amended, PROVIDED THAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual property or any Contractor indemnity obligations for infringement for third-party intellectual property rights; (ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii) any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in personal injuries or death. For clarity, except as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section.

D.19. Hold Harmless. The Contractor agrees to indemnify and hold harmless the State of Tennessee as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys’ fees, court costs, expert witness fees, and other litigation expenses for the State to enforce the terms of this Contract.

In the event of any suit or claim, the Parties shall give each other immediate notice and provide all necessary assistance to respond.